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Trustee, each constitute a valid and binding obligation of the Issuer,provided that,
<br /> however, the enforceability of such obligations may be subject to bankruptcy,
<br /> insolvency, reorganization, moratorium or other similar laws affecting creditors'
<br /> rights heretofore or hereafter enacted to the extent constitutionally applicable, and
<br /> that their enforcement may also be subject to the exercise of judicial discretion in
<br /> appropriate cases and to general principles of equity.
<br /> (viii) No litigation is pending or, to the actual knowledge of the Issuer,
<br /> threatened(A) seeking to restrain or enjoin the issuance or delivery of any of the
<br /> Bonds or the application of proceeds of the Bonds as provided in the Indenture
<br /> and the Loan Agreement or the collection of revenues of the Issuer pledged under
<br /> the Indenture, (B) in any way contesting or affecting any authority for the issuance
<br /> of the Bonds or the validity of the Bonds,the Indenture, the Loan Agreement,the
<br /> Mortgage, the .. ' -• . . • - ••- - Subordinate Mortgage and the Mortgage
<br /> Assignment,the Resolution or this Bond Purchase Agreement, or(C) in any way
<br /> contesting the existence or powers of the Issuer.
<br /> (ix) The Issuer Portion of the Preliminary Official Statement was, as of
<br /> its date, and is, as of this date, "final"within the meaning of paragraph(b)(1) of
<br /> the Rule.
<br /> (b) The Borrower represents to and agrees with the Underwriter as follows:
<br /> (i) The Borrower approves the distribution and use of the Official
<br /> Statement. The statements and the information set forth in the Official Statement
<br /> concerning the Borrower,the Sponsor, the Project(including sources and uses of
<br /> funds),the Borrower's participation in the transactions contemplated by the Loan
<br /> Agreement,this Bond Purchase Agreement,the Mortgage, the Subordinate
<br /> Mortgage, the Continuing Disclosure Agreement, dated as of November 1, 2001
<br /> between the Borrower and the Trustee (the"Continuing Disclosure Agreement"),
<br /> the Real Estate Purchase Contract dated as of , 2001 (the "Purchase
<br /> Contract") between Union Land LLC (the "Seller") and the Borrower as
<br /> purchaser,the Ground Lease dated as of November 1, 2001 (the "Ground Lease")
<br /> between therOrono Housing Redevelopment Authority and the Borrower,
<br /> the Property Management Agreement dated November 1, 2001 (the "Management
<br /> Agreement")between Great Lakes Management Company and the Borrower, the
<br /> Development Agreement dated as of November 1, 2001 (the "Development
<br /> Agreement")between and the Borrower, and the Disbursing
<br /> Agreement(collectively, the "Borrower Documents"), and the Bondholders' Risks
<br /> are true and correct and all such statements and information set forth concerning
<br /> the Borrower,the Sponsor, the Project(including sources and uses of funds but
<br /> excluding information regarding the Seller),the Borrower's participation in the
<br /> transactions contemplated by the Borrower Documents and the Bondholders'
<br /> Risks in the Preliminary Official Statement and the Official Statement as of
<br /> Closing will,to the best of the Borrower's knowledge based on reasonable
<br /> diligence, be true and correct in all material respects and the Preliminary Official
<br /> Statement,and the Official Statement does not and will not contain any untrue or
<br />
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